Capital Stock

9 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Capital Stock

NOTE 12 – CAPITAL STOCK

During the nine month period ended December 31, 2020, we issued 17,293,906 shares of common stock as follows:

● 11,512,143 shares were sold to investors for $23,564,619

● 2,667,358 shares were issued for the conversion of convertible promissory notes for $3,874,959

● 1,096,939 shares were issued to investors for exercised warrants valued for $2,288,878

● 160,274 shares were issued for cashless exercise of 287,657 warrants

● 1,000,000 shares were issued pursuant to a debt conversion agreement for $2,100,000

● 58,336 shares were issued for services provided to the Company value at $87,500

● 465,081 shares valued at $716,589 were issued to employees, members of the Board of Directors, and members of the Advisory Committee as compensation

● 24,000 shares were issued to investors for $48,000 in liquidation damage fees

● 309,775 shares were recorded as a stock subscription receivable for exercised warrants for $664,975

On November 30, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. (“Alexander Capital”), as representative of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 8,564,285 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $2.10 per share. In addition, the Underwriters were granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 1,284,643 shares of Common Stock. The Offering closed on December 3, 2020.

The Company conducted the Offering pursuant to a Registration Statement on Form S-1, as amended, which was declared effective by the United States Securities and Exchange Commission on November 30, 2020 (the “Registration Statement”).

The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were $15,850,448.

On December 11, 2020, the Company completed the closing of the Over-allotment Option. The Underwriters purchases 1,284,643 shares of the Company’s common stock at the public offering price of $2.10 per share. The net proceeds to the Company from the Offering, after deducting the underwriting discount, were $2,467,799.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company (for a period of one year after the date of the Underwriting Agreement), and each director and executive officer of the Company (for a period of six months after the date of the final prospectus relating to the Public Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of Alexander Capital.

On December 3, 2020, pursuant to the Underwriting Agreement, the Company entered into an Underwriter’s warrant agreement (the “Underwriters’ Warrant Agreement”) with the Underwriters and certain affiliates of the Underwriters. Pursuant to the Underwriters’ Warrant Agreement, the Company provided the Underwriters and certain affiliates of the Underwriters with a warrant to purchase 428,215 shares of Common Stock in the aggregate. Such warrant may be exercised beginning on May 29, 2021 (the date that is 180 days after the date on which the Registration Statement became effective) until November 30, 2025 (the date that is five years after the date on which the Registration Statement became effective). The initial exercise price of the Underwriters’ Warrant Agreement is $2.63 per share.

Pursuant to subscription agreements with certain investors, the Company agreed to file a registration statement for shares purchased by investors on or before the 75^th day following closing. The Company was unable to meet this obligation and is required to pay a liquidated damage fee to investors on a monthly basis to avoid default until such registration statement is filed. Accordingly, the Company paid $245,500 in the current period, of which $48,000 was paid by the issuance of 24,000 share of common stock at a price per share of $2.00, and accrued $84,300 for fees payable subsequent to December 31, 2020. The Company recorded these fees as issuance costs in Other Expenses.

At December 31, 2020, outstanding and exercisable stock purchase warrants consisted of the following:

	Number of Shares			Weighted Averaged Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at March 31, 2020		8,504,372		$	2.10		3.60
Granted		2,100,204			2.09		4.90
Exercised		(1,694,371	)		2.01		-
Forfeited or cancelled		-			-		-
Outstanding at December 31, 2020		8,910,205		$	2.11		3.14
Exercisable at December 31, 2020		8,481,990		$	2.09		3.05

As of December 31, 2020, we had 8,910,205 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 838,590 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (2) warrants to purchase 5,098,329 shares of our Common Stock at an exercise price of $2.00 per share consisting of 71% of the warrants until April 2023, 8% until August 2024, and 21% until December 2025; (3) warrants to purchase 2,545,071 shares of Common Stock at an exercise price of $2.40 until September 2024; and (4) warrants to purchase 428,215 shares of Common Stock at an exercise price of $2.63 until November 2025, but not exercisable before May 29, 2021.